Exhibit 10.2


 





REAFFIRMATION AGREEMENT


 


THIS REAFFIRMATION AGREEMENT
(this “Agreement”) is dated as of the 27th day of December, 2016 by and among ELEPHANT
TALK EUROPE HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands
(the “Borrower”), PARETEUM CORPORATION (formerly known as Elephant Talk Communications Corp.),
a Delaware corporation (the “Parent”), the Guarantors party hereto (individually and collectively, jointly
and severally, Borrower, Guarantors and Parent, may be known as the “Credit Parties” and individually
a “Credit Party”) and ATALAYA ADMINISTRATIVE LLC, a New York limited liability company (“Atalaya”),
as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative
Agent”) and Atalaya, as collateral agent for the Secured Parties (in such capacity, together with its successors
and assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively,
the “Agents” and each an “Agent”).


 


Witnesseth That:


 


WHEREAS, the Credit Parties,
Agent and Lenders are parties to that certain Credit Agreement dated as of November 17, 2014, as amended from time to time (the
“Original Credit Agreement”);


 


WHEREAS, the Credit Parties’
Obligations under the Credit Agreement are guaranteed and/or secured by among other things, the following documents:


 


(a)           that
certain Security Agreement dated as of November 17, 2014 by and among Parent, Pareteum North America Corp., a Delaware corporation
(formerly known as Elephant Talk North America Corp.) (“ET North America”) and Collateral Agent (as may
have been amended from time to time, the “U.S. Security Agreement”),


 


(b)           that
certain Pledge Agreement dated as of November 17, 2014 by and among Borrower, Elephant Talk Group International B.V., a besloten
vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (“ET Group Netherlands”)
and Collateral Agent (as may have been amended from time to time, the “Netherlands Pledge Agreement”),


 


(c)           that
certain Deed of Pledge over Shares dated as of November 17, 2014 by and between Parent and Collateral Agent with respect to the
Equity Interests in Borrower (as may have been amended from time to time, the “Netherlands Parent Deed (Borrower)”),
and


 


(d)          that
certain Deed of Pledge over Shares dated as of November 17, 2014 by and between Parent and Collateral Agent with respect to the
Equity Interests in ET Group Netherlands (as may have been amended from time to time, the “Netherlands Parent Deed
(ET Group Netherlands)”; and collectively with the U.S. Security Agreement, Netherlands Pledge Agreement and Netherland
Parent Deed (Borrower), the “Security Documents”).


 


WHEREAS, the Credit Parties,
Agents and Lenders desire to amend and restate the Original Credit Agreement in its entirety pursuant to that certain Amended and
Restated Credit Agreement of even date herewith by and among the Credit Parties, Agent and Lenders (as may be amended, restated
or otherwise modified from time to time, the “A&R Credit Agreement”);


 




     

     


    

  


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby amend the Security
Documents and agree as follows:


 


1.            Recitals
and Definitions. The foregoing recitals are hereby incorporated by reference as if set forth at length herein. Capitalized
terms used herein without definition shall have the meaning assigned to such terms in the A&R Credit Agreement.


 


2.            Principal
Outstandings. Pursuant to the A&R Credit Agreement, the Borrower has requested that the Lenders extend to Borrower
a Term Loan in the aggregate principal amount of $10,081,835.55 on the Closing Date in the form of a cashless roll to refinance
the New Indebtedness.


 





3.            Amendments
to Security Documents.


 


(a)          All
references in the Security Documents to the “Credit Agreement” shall be deemed to refer to the A&R Credit Agreement.


 


(b)          All
references to the Obligations, the Secured Obligations (or any like term) in any of the Security Documents are hereby amended to
include, without limitation, the Term Loan.


 


(c)          All
references to the Credit Documents and to any of the documents included in the definition of the Credit Documents are hereby amended
to include, without limitation, this Agreement.


 


(d)          All
references in the Security Documents to “Parent” shall refer to “Pareteum Corporation” and all references
in the Security Documents to “ET North America” shall refer to “Pareteum North America Corp.”.


 


(e)          The
Schedules to the U.S. Security Agreement are hereby replaced in their entirety by the Schedules attached hereto.


 


4.            Representations
and Warranties. Each Credit Party represents and warrants to the Lender as follows:


 


(a)          The
representations and warranties of the Credit Parties as set forth in each Security Document are true and correct in all material
respects (except to the extent such representations and warranties are qualified by materiality, in which case, such representations
and warranties are true and correct in all respects).


 




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(b)          Each
Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions
of this Agreement and has taken all necessary corporate or other organizational action to authorize the execution, delivery and
performance of this Agreement. Each Credit Party has duly executed and delivered this Agreement, and this Agreement constitutes
the legal, valid and binding obligation of such Credit Party enforceable against each Credit Party that is a party thereto in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar
laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding
in equity or law).


 


5.             Credit
Document. This Agreement shall be deemed to be a “Credit Document” for the purposes of the Credit Agreement
and the other Credit Documents.


 


6.             Ratification
by Credit Parties.


 


(a)           Each
Credit Party hereby ratifies, affirms and confirms the Security Documents and the other Credit Documents, and acknowledges and
agrees that the Security Documents and Credit Documents remain in full force and effect and are enforceable against such Credit
Party and against the Collateral described therein in accordance with their respective terms. Each Credit Party hereby further
acknowledges and agrees that, as of the date hereof, the Credit Documents are not subject to any defenses, rights of setoff, claims
or counterclaims that might limit the enforceability thereof, the obligations created and evidenced thereby or the terms and provisions
thereof


 


(b)          In
furtherance of the provisions of subsection (a) above, and not in limitation or derogation thereof, by its execution of this Amendment,
each Credit Party hereby (i) ratifies, affirms and confirms the Security Documents; and (ii) acknowledges that there are no claims
or offsets against, or defenses or counterclaims to, the terms and provisions of the Security Documents or other obligations created
and evidenced by the Security Documents.


 


7.            Security
and Liens. All references to the Collateral shall include without limitation the Collateral as described in the Collateral
Documents, as amended by this Agreement. All Obligations of the Credit Parties under the Credit Documents, shall be secured by
and be entitled to the benefits of, the Collateral and shall remain in all respects subject to the liens, charges and encumbrances
of, the Security Documents, and nothing herein contained, and nothing done pursuant hereto or in connection herewith shall affect
or be construed to affect the liens, charges or encumbrances or conveyances effected thereby or the priority thereof or to release
or affect the liability of any party or parties whomsoever may now, or hereafter be, liable on account of the Obligations. Each
Credit Party does hereby grant, transfer, assign and grant a security interest in and to Collateral Agent in all of the Collateral
in order to secure the Obligations.


 


8.            No
Waiver. This Agreement is only a modification of the Credit Documents and is not intended to, and shall not be construed to, effect a novation of any Credit Document, or to constitute a modification of,
or a course of dealing at variance with, the Credit Documents.


 


9.            Miscellaneous.


 


(a)          THIS
AGREEMENT, THE OTHER CREDIT DOCUMENTS (UNLESS EXPRESSLY PROVIDED OTHERWISE THEREIN) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO CONFLICTS OF LAW PROVISIONS WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.


 




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(b)          THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


(c)          This
Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one agreement binding
on the parties hereto, notwithstanding that all parties are not signatories to the same counterpart.


 


(d)          Delivery
of an executed signature page of this Amendment by facsimile transmission or by means of electronic mail (in so-called “pdf”,
“TIF” or any similar format) shall be effective as an in-hand delivery of an original executed counterpart hereof.


 


[The Next Page is the Signature Page]


 




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IN WITNESS WHEREOF, each
of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.


 


	 	BORROWER:
	 	 
	 	ELEPHANT TALK EUROPE HOLDING B.V.
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	GUARANTORS:
	 	 
	 	PARETEUM CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PARETEUM NORTH AMERICA CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	ELEPHANT TALK GROUP INTERNATIONAL B.V.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
	 	 
	 	ATALAYA ADMINISTRATIVE LLC
	 	 
	 	By:	 
	 	 	Name: ___________________
	 	 	Title: Authorized Signatory